Zee Learn Ltd (ZLL) (BSE Code: 533287 and NSE Code: ZEE LEARN) is a leading childdevelopment and Education Company in India and is uniquely positioned to cater to unmetneeds of large & growing market through its innovative and well researched educationalofferings Our strategy is to improve human capital by offering high quality educationservices to meet the demand. We are uniquely positioned to capitalize on the growth of theeducation sector in India with our deep capabilities in content and curriculum creation,education infrastructure management and educational technology. Through its portfolioencompassing one of the largest preschool networks in Asia along with the fastest growingchain of K-12 schools, it aims to improve the human capital of country.

Economy Overview

As per the Asian Development Outlook 2014, the economic slowdown bottomed out lastyear. A spell of global financial turbulence caused capital outflows and pressure on theexchange rate. India's economic growth during FY2014 was slowed because of persistentlyhigh inflation, policy paralysis, little progress on economic reforms, high interest ratesand continued uncertainty in global economy. As a result of this, along with othersectors, the Indian automobile sector, real estate sector saw a new low point of theirbusiness cycle.

With widespread reform measures initiated in recent months and the global economypoised for a recovery, the Indian economy is expected to witness an improved outlook in2014-15. India's medium-term growth outlook is positive due to a young population andcorresponding low dependency ratio, healthy savings and investment rates and increasingintegration into the global economy.

With the opening up of Foreign Direct Investment (FDI) in several sectors, India istoday an eye-catching destination for overseas investors. The relaxation of norms by thegovernment has created a vast opportunity for foreign players, who are competing for agreater role in the Indian market. Sectors projected to do well in the coming yearsinclude education, infrastructure, automotive, technology, life sciences and consumerproducts.

The UN World Economic Situation and Prospects (WESP) 2014 mid-year update said India'seconomy would grow by 5 per cent in FY2015 and 5.5 per cent in FY2016, only slightly upfrom 4.8 per cent in FY2014 and 4.7 per cent in

FY2013.

Indian Education Industry

Education is the key to the task of nation-building. It is also well-accepted thatproviding the right knowledge and skills to the youth can ensure overall national progressand economic growth. The Indian education system recognizes the role of education ininstilling the values of secularism, equality, respect for democratic traditions and civilliberties and quest for justice. A progressive higher education sector plays a predominantrole in economic growth and development of a nation.

Zee Learn, through its leading educational portfolio Kidzee (Pre School) and MountLitera Zee School (K-12), caters to the growing demand of Indian students.

Market Size

With a median age of 25 years, India has over 570 million people below the age of 25years. According to Census 2011, over 29 per cent of the 1.2 billion populations arebetween the age group 0-14 years. This means that the number of people in India needingprimary and secondary education alone exceeds the entire population of the US. Since thesestudents will be seeking higher education in India over the next decade, it illustratesthe sheer size of the Indian education market.

K-12 sector (including public and private) is expected to reach Rs. 3,050 billion in2015 from Rs.1,200 billion in 2008, growing at an estimated compound annual growth rate(CAGR) of 14 per cent.

The private education sector is estimated to reach Rs. 5,479 billion by 2020, withenrollments in K-12 expected to grow to 375 million, requiring an additional 36 millionseats by 2020.

Government Initiatives

Government support for the sector has also seen a boost, with substantial reforms andincreased financial outlays being announced and implemented. These reforms aim at not onlystrengthening the sector but facilitating planned expansion of the sector.

The following are some of the major initiatives taken by the government for theinfrastructural development of the education sector:

The Government has prepared the University Grants Commission (UGC) - Establishment andOperation of Campuses of Foreign Educational Institutions Rules, 2013. Under the proposedrules, Foreign Educational Institutions (FEIs) can set up campuses in India, once theyhave been notified as Foreign Education Provider (FEPs) by the UGC, subject to fulfillmentof certain eligibility conditions.

The Indian education sector is on the cusp of exponential growth and revolutionarychanges. The new government has expressed Better Education as one of the sixmeasures that it will focus to meet the demands of the common man. Also, it has broughtspecific focus on the task to equip and nurture the youth with right kind of education andskill-set.

Road Ahead

India plans to enhance its formally skilled workforce through vocational education andtraining from the current 12 per cent to 25 per cent by 2017, thereby adding about 70million people in the next five years. Hence, the higher education segment is expected toundergo intense changes and activities in terms of foreign partnerships and foreignplayers entering the market in the coming years, with Indian players rejuvenating andimprovising their methodology, technology and course content to match the competition.

Industry Segment Overview

Pre School Market

As per Jean Piagets cognitive development theory, human beings learn and grasp the mostuntil the age of 5. During this time, children learn to assimilate information, expressinterest and develop cognitive & emotional skills. Hence, pre schools play animportant role in the overall

development of a childs cognitive skills and intelligence. Over the past fewyears, preschools have gained in

popularity. Rising urbanization, growing aspirations for a quality education, improvedaffordability and more women joining the workforce are factors driving strong growth inthis segment. Preschools are a part of the non formal education system, with currentindustry size of INR 69 billion. They cater to children ages 1.5-6 and offer play group,nursery, junior kindergarten and senior kindergarten classes.

Preschool market to grow at a 15% CAGR

Unlike K-12 school education and higher educational institutions, which are barred bylaw from becoming for profit ventures, preschools are largely unregulated. This makes theindustry free to operate on its own terms, which has also led to its highly unorganizednature.

Education Research projects that the overall preschool market will grow at a CAGR of15% over 2014-20 from the current market size of Rs.69 billion to Rs.159 billion, drivenby increasing penetration levels in the industry. Further, the organized market isexpected to increase contribution from 20% to 26% over the next four years, owing torising urbanization. Consequently, the organized preschool market is expected to grow at aCAGR of 26% over FY13-18E to INR 42.8bn from INR 13.2bn currently.

It is estimated that the organized sector will add 8,400 preschools, tripling the countto more than 12,700 preschools. Indias total students catered by the organizedpreschool are set to reach 1.02 mn from 0.35 mn currently.

K-12 Market

Schooling segment covers the largest population of our society as compared to any otherform of education. The segment is also the largest education segment valued at Rs. 717billion in 2011 expected to reach Rs. 2,944 billion by the year 2020.

The growth momentum in the K-12 educational

space will continue owing to the following factors

 Population in the age group 5-19 years (K-12 target population age) comprisingapproximately 30% of the Indian population represents huge target market both in theimmediate as well as long run;

 Growing proportion of countrys middle class population implying higherpropensity to spend on childs education. The per capita public expenditure onsecondary education has increased from Rs. 315 in FY08 to Rs. 784 in FY12;

 Lower enrolment rates especially at the upper primary level as compared to otherdeveloped nations of the world (with enrolment rates > 90%) owing to the drop-out ratepost the primary education remaining high especially in rural India;

 Increase in expenditure outlay during the XIIth plan period earmarked by theGovernment of India (GoI) for the Primary & Secondary education; and

In view of the above-mentioned factors together with the GoIs vision touniversalize K-12 education in the country, the XIIth plan envisages the following for thegrowth of Primary & Secondary education

 Integration of pre-school education with primary schooling for the overalldevelopment of child right from the early stage;

 Strive to achieve Gross Enrolment Ratio (GER) > 90% at the secondary leveland 65% in the higher secondary level by FY17; much in line with the global trends;

The growth momentum in the K-12 educational space will continue owing to the followingfactors

 Population in the age group 5-19 years (K-12 target population age) comprisingapproximately 30% of the Indian population represents huge target market both in theimmediate as well as long run;

 Growing proportion of countrys middle class population implying higherpropensity to spend on childs education. The per capita public expenditure onsecondary education has increased from Rs. 315 in FY08 to Rs. 784 in FY12;

 Lower enrolment rates especially at the upper primary level as compared to otherdeveloped nations of the world (with enrolment rates > 90%) owing to the drop-out ratepost the primary education remaining high especially in rural India;

 Increase in expenditure outlay during the XIIth plan period earmarked by theGovernment of India (GoI) for the Primary & Secondary education; and

In view of the above-mentioned factors together with the GoIs vision touniversalize K-12 education in the country, the XIIth plan envisages the following for thegrowth of Primary & Secondary education

 Integration of pre-school education with primary schooling for the overalldevelopment of child right from the early stage;

 Strive to achieve Gross Enrolment Ratio (GER) > 90% at the secondary leveland 65% in the higher secondary level by FY17; much in line with the global trends;

 Reduction in drop-out rates to < 25% by FY17;

 Promoting the use of technology in education through the introduction ofInformation & Communication Technology (ICT) in schools;

 Focus on teacher training so as to familiarize them with real- life classroomsituation; and

 Implementation of common school curriculum & syllabus across all the schoolsin the country especially for studies relating to Science, Mathematics & English.

Key issues currently faced by the segment include

Public School Infrastructure - Poor infrastructure in Govt. schools and lack ofgood teachers have forced the Indian middle class to withdraw their children from Govt.schools and enroll them in private schools. While private schools account for 20% (0.26million) of the total number of schools (1.3 million), they provide education to more than30% of students. The increasing demand for quality education is also backed by thewillingness to pay for it. Metros like Delhi and Mumbai have very high land prices andalmost no vacant education land parcels, thereby limiting capacity expansion. A state wiseanalysis on the need gap indicates a shortage of schools in Chandigarh, Kerala andDelhi/NCR.

Shortage of Trained Teachers - The education system in India suffers from ashortage of trained teachers and this has become a big concern for the education sector.As per the estimates, India will require 6.0mn more teachers by 2020 to attain the worldaverage in terms of student teacher ratio. This would mean a requirement to train 0.75mnteachers p.a., as against this the total capacity of all B.Ed. Colleges currently is only0.25mn p.a. Thus in order to improve the quality of education, it is imperative to toimprove the quality of education, it is imperative to address the shortage of teachers aswell as the quality of teachers and teacher training courses. As a result of this, leadingchains of schools are setting up in-house teacher training facilities.

Quality of Education - As if the shortage of teachers was not sufficient todegrade the quality of Indian education, most schools still follow the rote learningpractices, which hamper the quality of education severely. This is further supplemented byineffective assessment of students. The overwhelming acceptance of international boardslike the IB and the Cambridge, indicate that people are looking at alternative curriculumsand pedagogies that lean towards practical and applied learning rather than rote learning.

Higher Education Market

According to our estimates, India boasts of more than 26,000 higher educationinstitutes higher than any other country. However, despite having such a large number ofinstitutes, Indias Gross Enrolment Ratio (GER) still lags at 10%, which issignificantly less than the global average. The Government has set itself a highlyaggressive target of achieving 30% GER by 2020, which translates into an enrolment of 40million students in the higher education system.

As per the estimates, the higher education sector in India is expected to witness agrowth of 14.0 per cent CAGR till 2020. At present, the sector witnesses spends of morethan Rs. 462 billion, which is estimated to grow at an average rate of more than 14 percent to over Rs. 900 billion by 2020.

The total government outlay for higher education has increased from 21% of totaleducation spend in the Xth

BUSINESS OVERVIEW

Zee Learn Limited runs programs in 1) Early Childhood Education, 2) School Education 3)Activity based learning centers and 4) Vocational Training in Media and Design throughpartnerships/franchising and through running its own institutes.

Fy14 saw your company making significant changes for the betterment of the way itdelivers its educational philosophy. There were several initiatives taken in its Kidzeecenters and K-12 schools. Kidzee consolidated its leadership position in the preschoolsegment by signing 388 preschools and serving over 91,400 children the highest of anypreschool chain in the country.

Mount Litera Zee Schools, on the back of significant investments in content, brandingand delivery team surged forward to become one of the key players in the K-12 space bysigning 31 MLZS schools during the year and serving over 22,000 students.

During the period under review, your company consolidated its financial position byearning revenue of Rs. 11,918 lacs and cutting down its Net losses from Rs. 2,122 lacs inFY13 to Net Loss of Rs. 133 lacs in FY14 (Standalone).

Zee Learn portfolio, across various genres in the Indian market, includes

PreSchool: Kidzee

K-12: Mount Litera Zee Schools

Vocational courses: ZICA and ZIMA

Kidzee

The year FY14 was a landmark year for Kidzee as it continued its growth story andcrossed 1200 operational centres across 500+ cities. In FY14, Kidzee grew by 24% over thelast year with over 91,400 children studying in its network across the country. A leaderin the Early Childhood Development and Education (ECDE) domain for over a decade now,Kidzee has nurtured over 350,000 children till date, thus truly standing for IndiasFavorite Preschool.

Kidzees proprietary curriculum places the child at its center and designseverything around the developmental requirements of the child. The overriding principleWhats Right For Child (WRFC) governs everything that we do at Kidzee andserves as a filter to deliver only what is in the best interest of the child. Beingcommitted to the cause of Child Abuse Prevention, Kidzee continues to empower the childand educate all stakeholders to prevent incidence of child abuse in any form under theI Care initiative.

Kidzee understands that parents are equal partners in a childs development and inorder to demonstrate the Kidzee experience to all the parents in the network, Kidzee heldcity-based events twice last year. The Kidzee Summer Bash and KidzeeKarnival touched more than 10,000 families and served to showcase the Kidzee networknationally. Also several other initiatives like Education on Sustainable development andvarious workshops and activities were held at the centre gave ample opportunity for thechildren to express and engage through the year.

Mount Litera Zee School

Mount Litera Zee Schools (MLZS) aim to provide Learner

Centered education with an integrated approach - where the child is at the center ofeverything. Mount Litera Zee Schools were initiated to bring about a quantum leap in howschool education is delivered to the modern day child. The purpose is to help childrenrealize their unique potential through our state-of-the-art infrastructure and facilities,well trained teachers and a proprietary pedagogy. MLZS provides holistic and qualityeducation to all its students.

Our Pedagogy for MLZS: Litera OCTAVE

It is an integrated educational model that has been honed over years of research anddevelopment integrating various pillars such as content, infrastructure, classroom design,assessment and systems that impact the child during his/her learning and development inschool.

Zee Institute of Creative Art (ZICA)

ZICA is a Classical and Digital Animation training academy that trains students inclassical 2D and modern 3D animation. The institute has adopted a novel training style andis focused entirely on creating a stimulating environment for its curriculum.

Zee Institute of Media Arts (ZIMA)

ZIMA is engaged in the world of direction, cinematography, editing, sound, filmanimation, visual effects and the training of other high end software like Autodesk, Smokeand Flame. ZIMA offers the platform and infrastructure supporting the media education forthe students fulfilling global standards.

GROWTH PLANS

With a clear vision to become a force to reckon in the Preschool and K-12 market, webelieve that this segment offers unparalleled opportunity to improve the human capital ofthe country and huge potential for growth.

Enrolment growth: Driving enrolments in order to maximize capacity utilization willgive us a significant upside.

Larger Footprints: Our core sales and marketing efforts are always driven towardsexpanding our footprint in new cities and penetrating the existing cities. We will beleveraging different options for this growth including franchising, partnerships,JVs etc to tap the unexplored markets of the country.

Increase share of wallet: With constant innovations and well researched products whichcan cater to wide range of education needs, we endeavor to increase our share of theparents wallet. This in turn increases our revenue potential and return oninvestment of the capital deployed to run our education venture.

Factor affecting the growth of

Education Sector in India

The education sector is likely to be driven by the following factors over the nextdecade:

Favorable Demographics

India is a country where a major proportion of the population is young and close tohalf the population is projected to be below the age of 30 as of 2011. With the literacyrates at about 74% as per the 2011 census and relatively favorable demographics,continuous investment in education is required to continue economic growth in India.

(Source:http://planningcommission.nic.in/data/datatable/

1705/final_132.pdf).

Rising Middle class

Underlying demand from the rising middle class is fuelling the demand for more and morequality schools and pre-schools. India is still underdeveloped in terms of pre-schoolswith only 18% of Urban India sending their children to a pre-school compared to close to85% in more developed countries. Further, recent studies show that there is a need forclose to 1 lakh good quality schools to meet the rising demand.

Changes in the economy

Higher economic growth and growing urbanization is expected to translate to higherdisposable income. This is likely to result into higher affordability, especially for themiddle class, which in turn, is expected to increase spending and investment in education.This, in turn should translate into higher growth in education services.

Government policies

As indicated above, the Government is looking to invest and upgrade elementaryeducation significantly over the last few years and into the foreseeable future- asevidenced by increasing allocations for investments in the 5 year plans. For examples, theGovernment has envisaged an investment of Rs.2,700 billion in the Eleventh five year plan.The Government has promulgated the Right to Education Act and has various ongoingprogrammes such as the Mid-day Meal Scheme to encourage and foster education services inIndia. Continued investment by the Government is likely to spur the growth of educationsector in India.

Increased private sector investment

The number of private players has been increasing particularly on account of the needfor quality education and better infrastructure which are lacking in Governmentinstitutions.

Increasing penetration level in pre-school industry

The pre-school industry is likely to grow to Rs. 159 billion by 2020 from Rs. 69billion in 2014. Greater thrust on education and increasing awareness about the necessityof quality pre-school education, are likely to be key drivers resulting in growth of thepre-school industry.

Rising urbanization, growing need for a quality education, affordability are importantfactors driving strong growth in the private education sector in India over last fewyears.

Challenges of the Education sector

Following are the key challenges of the education sector in India:

Quality of education delivery

Many state-funded schools, especially those in the rural areas, lack even basicinfrastructure facilities. Moreover the quality of education remains quite dismal.Additionally the Indian pupil-teacher ratio remains substantially high relative to theworld average and the developing countries average. An improvement in the aforesaid areasis a prerequisite for nation building.

Access

While the Government has been looking to expand the elementary school programme thephysical availability of institutions, other barriers to access e.g. socioeconomic,linguistic academic, physical barriers for the disabled continue to remain.

Relevance

Education in India needs to be more skill-oriented both in terms of life-skills as wellas livelihood skills. In sheer numerical terms, India has the manpower to substantiallymeet the needs of a world hungry for skilled workers, provided its education system canconvert those numbers into a skilled work-force with the needed diversity of skills.

Management

Management of Indian education needs to build in greater decentralization,accountability, and professionalism, so that it is able to deliver good quality educationto all, and ensure optimal utilization of available resources.

Risk Factors

Competition from other players

The education business has seen the entry of host of new players in almost all thesectors we have established our presence. Education as a business is one of high growthprospects with presence of a mix of various professional academies, private and publicschools, international schools / academies, private tutors, government schools etc.Changes in technology have made previously impossible things a possibility and also havealmost levelled the playing field for small players in the industry to compete with bigconglomerates in the same space. Technological developments paired with regulatory changeshave spawned new delivery mechanisms. The Company operates in a highly competitiveenvironment that is subject to innovations, changes and varying levels of resourcesavailable to each player in each segment of business. This can be a matter of concern ifthe company does not adapt to the changing face of the Industry. The company has beenkeeping itself abreast with the latest technological changes in the industry to implementthe same in its operation to keep itself ahead of competition.

Interest rate fluctuations

The Company does not hedge any portion of its interest rate exposure from time to time.An increase in prevailing Indian or international interest rates could increase the

Company's borrowing costs with respect to its existing obligations or new loans, whichcould adversely affect the Company's financial condition and results of operations.Considering the fact that the current borrowings are at fixed interest rates, the Companydoes not hedge its interest rate exposure. However the finance team shall take appropriatesteps to limit borrowing cost of the Company as and when felt necessary.

Personnel Risk

The Company's success to a large part depends on the abilities and continued servicesof its senior management, as well as other skilled personnel. The Company's seniormanagement is particularly important to its business because of their experience andknowledge of the industry. The loss or non-availability to the Company of any of itssenior management could have significant adverse effect. The Company may also not be ableto either retain its present personnel or attract additional qualified personnel as andwhen needed. To the extent the Company will be required to replace any of its seniormanagement or other skilled personnel, there can be no assurance that the Company will beable to locate or employ similarly qualified persons on acceptable terms or at all.

The Company's HR policy & compensation levels are in line with the industry levelsto enable the Company to retain talent. Further, the management continuously reviews itstalent pool for upgrading.

Regulatory Risk

K-12 schools are under regulatory scrutiny and with Right to Education Act; there areheadwinds of change which will shift some of the fee burden on the payingstudents.

The Company relies on intellectual property rights and proprietary rights which may notbe adequately protected under current laws. Further, in view of the kind of business inwhich the Company is, it may be subjected to defamation suits, which may have adverseeffects on its business.

Regulatory enactments are monitored regularly and the Company shall constantly monitorand if need be adapt its business model from time to time according to the needs. Further,all necessary legal vetting is done by the management to ensure that Intellectual Propertyrights relating to content have requisite protection.

Standalone Financial performance

Financial Year 2014 Compared to Financial Year 2013

Income

Our total income increased by 19 per cent to Rs. 11,918 lacs in FY14 from Rs. 10,008lacs in FY13 largely due to revenues flowing from increase in selling of educational goodsand equipments for Kidzee and MLZS from Rs. 3,953 lacs in FY13 to Rs. 4994 lacs in FY14. Asurge in enrollment also attributed to increase in royalty income from Rs. 2,778 lacs inFY13 to Rs. 3,543 lacs in FY14.

Other Income

The Company earned other income of Rs. 318 lacs in FY14 up from Rs. 62 lacs in FY13,which include one time foreign exchange gain os Rs.180 lacs on the remittance receivedthrough GDR.

Expenditure

Total expenditure increased by a meager 3 per cent to Rs.

12,368 lacs in FY14 from Rs. 12,060 lacs in FY 13.

Cost of Goods Sold and operational expenses

Cost of goods sold and operational expenses increased by 13 per cent to Rs. 3,842 lacsin FY14 from Rs. 3,400 lacs in FY13 mainly because of increase in sales of educationalgoods and equipments and also on account of cost of sales of television content of ZQchannel.

Employee Benefits Expenses

Employee benefits expenses decreased by 6 per cent to Rs. 3,127 lacs in FY14 from Rs.3,311 lacs in FY13 mainly due to restructuring of our Braincafe business model from coachbased to non coach based.

Other Expenses

Other expenses decreased by 6 per cent to Rs. 3,912 lacs in FY14 from Rs. 4,143 lacs inFY13 mainly on account of reduction in marketing spend to Rs. 1,371 lacs in FY14 ascompare to Rs.1687 lacs in FY13. However, other heads of expenses increased incommensuration with the size of business and inflation.

Finance Costs

Finance costs increased by 46 per cent to Rs. 823 lacs in

FY14 from Rs. 564 lacs in FY13 on account of interest on

term loan raised by the company and processing fees

pertaining to new loan disbursed during the year.

Depreciation and amortisation expenses

Depreciation and amortisation expenses increased by a meager 3 per cent to Rs. 664 lacsin FY14 from Rs. 642 lacs in FY13.

Profit After Tax

Loss after tax decreased to Rs.133 lacs in FY14 from Rs. 2,122 lacs in FY13 due tobetter revenue from operational activities and control on expenses.

Source of funds

Share Capital

The share capital increased by Rs. 563.2 lacs from Rs. 2630.1 lacs as at March 31,2013, to Rs. 3193.3 lacs as on March 31, 2014, largely on account of issuance of 5.61 mnGlobal Depository Receipt (GDR) aggregating to USD 19.99 mn wherein each GDRrepresenting 10 fully paid up equity shares of the Company and also on account of issuanceof shares under the Employee Stock Option scheme.

Reserve and Surplus

The reserve and surplus as at March 31, 2014, saw an increase of Rs. 9,864 lacs fromRs. 9,339 lacs as at March 31 , 2013, on account of premium on issuance of GDR.

Long-term Borrowings

Long-term borrowings saw an increase of Rs. 2,846 lacs from Rs. 5,750 lacs as at March31, 2013 to Rs. 8,596 lacs as at March 31, 2014, on account of term loan taken of Rs.5,200 lacs. The Company also made the repayment of debenture to the tune of Rs.1,250 lacs.Also Rs. 2,354 lacs term loan is classified under short-term loan due to its maturity innext the 12 months.

Long-term provisions

Long-term provisions saw an increase of Rs. 22 lacs from Rs. 122 lacs as at March 31,2013 to Rs. 144 lacs as at March 31, 2014, on account of increase in gratuity and leaveencashment provisions.

Current Liabilities

Current liabilities saw a decrease of Rs. 7,452 lacs from Rs. 14,629 lacs as at

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